SUNRICE INFORMATION MEMORANDUM (RICEGROWERS LIMITED) ACN 007 481 156 This Information Memorandum has been prepared for the purposes of the listing of Ricegrowers Limited on the Australian Securities Exchange (ASX). Please note this is not a disclosure document and no offer of securities is being made pursuant to this document. If after reading this Information Memorandum in its entirety, you have any questions, whether about the Company, its Shares or otherwise, you should contact your independent professional adviser. In particular, you should consider the risks that could affect the financial performance of the SunRice Group (including the risks set out in Section 6) in detail before deciding whether or not to invest in the Company. March 2019 / Shareholder Information Line: 1300 554 474 / www.sunrice.com.au Ricegrowers Limited (trading as SunRice): ABN 55 007 481 156 – 1 – IMPORTANT NOTICES General • the words “include”, ASX and quotation of the B Information Memorandum, nor This Information Memorandum “including”, “for example”, Class Shares on ASX as soon as any other person, warrants or has been prepared by “such as” and similar practicable. guarantees the performance of expressions are not used as the Company or any other Group Ricegrowers Limited ACN 007 The fact that ASX may grant words of limitation and, when Member, the repayment of 481 156 (Company) and is approval for the Company to be introducing specific examples, capital by the Company, the dated 1 March 2019. This admitted and the B Class do not limit the meaning of the payment of a return on the Information Memorandum has Shares to be quoted on ASX words to which those examples Shares or the future value of the been prepared for the purposes should not be taken as an relate or examples of a similar Shares. The business, financial of the listing of the Company on indication of the merits of the kind; and condition, operating results and the ASX and the quotation of its Group or the B Class Shares. prospects of the Group may B Class Shares on the securities • headings, boldings, italics and ASX does not take any change after the date of this exchange operated by the ASX. underlines are for convenience responsibility for the contents Information Memorandum. Any only and do not affect the of this Information This document is not a new or change in circumstances interpretation of this Memorandum. disclosure document lodged that arise after the date of this Information Memorandum. with the Australian Securities Geographical Restrictions Information Memorandum will and Investments Commission Defined Terms The distribution of this be disclosed by the Company to (ASIC) under the Corporations Some of the terms used in this Information Memorandum in the extent required and in Act 2001 (Cth). This document Information Memorandum have jurisdictions outside Australia accordance with the does not constitute or contain defined meanings. These are may be restricted by law. Corporations Act and ASX Listing an offer of securities or any capitalised and are defined in Persons residing in any such Rules. invitation to apply for the issue the Glossary in Section 10. jurisdiction who come into of securities, either expressly or Forward Looking Statements possession of this Information by implication. However, this Some of the statements Not Financial Product Advice Memorandum should seek Information Memorandum does appearing in this Information The information in this advice on and observe any such contain the information that Memorandum are in the nature Information Memorandum is not restrictions. Any failure to would be required under section of forward looking statements, financial product advice and has comply with such restrictions 710 of the Corporations Act if it including statements of been prepared without taking may constitute a violation of were a prospectus offering for intention, opinion and belief and into account your financial and law. subscription the same number investment objectives, financial predictions as to possible future of B Class Shares for which situation or particular needs Notice to U.S. Residents events. Such statements are not quotation is sought. (including financial or taxation This Information Memorandum statements of fact and are subject to inherent risks and It is important that you read this issues). may not be distributed to, or uncertainties (both known and Information Memorandum relied upon by, persons in the It is important that you read this unknown) which may or may not carefully and in full before U.S. Information Memorandum be within the control of the deciding whether to subscribe carefully and in full before Obtaining a Copy of this Company. You can identify for Shares and invest in the deciding whether to invest in the these statements by words such Company. In particular, you Information Memorandum Company. In particular, in as “aim”, “anticipate”, should consider the risk factors You can obtain a hard copy of considering the prospects of the “assume”, “believe”, “could”, set out in Section 6 which could this Information Memorandum, Group, you should consider the “estimate”, “expect”, “goal”, affect the financial performance free of charge, by calling the risks that could affect the Shareholder Information Line on “intend”, “may”, “objective”, of the Group in light of your financial performance of the “plan”, “predict”, “potential”, personal circumstances +61 1300 554 474 (toll free Group. “positioned”, “should”, “target” (including financial and taxation within Australia) 8.30am to and other similar expressions issues). You should carefully consider 7.30pm (AEST), Monday to that are predictions or indicative these risks in light of your Friday (excluding public of future events and trends. Interpretation financial and investment holidays) or via In this Information objectives, financial situation www.sunrice.com.au Although the Directors believe Memorandum: and particular needs (including Disclaimer that the expectations reflected financial and taxation issues) • a reference to "the Company" by the forward looking and seek professional advice No person is authorised to give is to Ricegrowers Limited (ACN statements in this Information from your accountant, financial any information or make any 007 481 156); Memorandum (including the adviser, stockbroker, lawyer, tax representation in connection assumptions on which they are with the ASX Listing which is not • a reference to “we”, “our” or adviser or other independent based) are reasonable as at the contained in this Information “us” is to Ricegrowers Limited and qualified professional date of this Information Memorandum. Any information (ACN 007 481 156) and, as the adviser if you have any Memorandum, no assurance context requires, may include its questions. or representation not contained can be given that such controlled entities; in this Information expectations or assumptions Some of the risks that Memorandum may not be relied will prove to be correct. Actual •”Grower returns”, “returns to prospective investors and their on as having been authorised by outcomes, events or results may Growers” and “Paddy returns” professional advisers should the Company, the Board or any differ – possibly to a material all refer to payments received consider before deciding other person in connection with extent – from the outcomes, by Growers in the form of Paddy whether to invest in the the ASX Listing. events or results expressed or Prices determined in line with Company are set out in Section implied in any forward looking SunRice’s Paddy Pricing Policy 6. There may be additional risks The Company’s website statement in this Information for the Paddy they deliver to the to those set out in Section 6 (www.sunrice.com.au) and its Memorandum. Factors that may Rice Pool Business in any given that should be considered in contents do not form part of this cause such differences include crop year; light of your personal Information Memorandum and the risks described in Section 6 circumstances. are not to be interpreted as part • a reference to “Section” is to of, nor incorporated into, this of this Information a section of this Information ASX Listing Information Memorandum. Memorandum. Memorandum; The Company will apply for Except to the extent required by You are urged to consider these admission to the Official List of law, no person named in this factors carefully in evaluating the forward looking statements b) there is a material omission Questions contained in this Information from this Information If you have any other questions Memorandum, and are Memorandum; in relation to this Information cautioned not to place undue c) there has been a significant Memorandum or the ASX reliance on such statements. change affecting a matter Listing, please contact the None of the Company, any other included in this Information Shareholder Information Line on Group Member or their Memorandum; or +61 1300 554 474 (toll free respective directors, officers, within Australia) 8.30am to d) a significant new employees or advisers, nor any 7.30pm (AEST), Monday to circumstance has arisen other person named in or Friday (excluding public and it would have been involved in the preparation of holidays). required to be included in this Information Memorandum, the Information If you have any questions makes any representation, Memorandum if it had about whether or not to invest warranty or guarantee arisen before the date of in the Company, you should (expressed or implied) as to the this Information seek professional advice from accuracy or likelihood of Memorandum. your accountant, financial fulfilment of any forward looking adviser, stockbroker, lawyer, statement in this Information No New Capital tax adviser or other Memorandum, or any outcome The Company has not raised independent and qualified expressed or implied in any any capital during the three professional adviser. This is an such statement. months before the date of issue important document that The forward looking statements of this Information should be read in its entirety in this Information Memorandum and will not need before making any investment Memorandum reflect views held to raise any capital for three decision.